morgan and maipi 2009 waikato tainui whanau haurora trust deed

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n ~ I IU ~ I I I I I U I U I I I UWW'!.{,!ik9t;i'ti'!ik,g9\1,I1~0508 SOClETIES 050e. 762 438 * 10058405197*Postyour form to: Companies Otfice, Private Bag 92061, Victoria Street West, AlieManu Hq-<

Cover sheet

Variation of trust / Alteration of rules of a charitable trust boardSections 23 and 61 Charitable Trusts Act 1957

Usethis form to noti fy the Registrar of Incorporated Societies of changes to a Board's trust deed or rules.

Please enter the name as it appears on the Register of Charitable Trust Boards. You can confirm the ful l name by

carrying out a Register Search at ~!~9fi_~tl~~,.I9\1,I1?:

1.Name of Board

Waikato Tainui Whanau Hauora Trust

2. Registered number

1554227

3.Checklist before fil ing:

l{l The variation of trust/alteration of rules complies with the Charitable Trust Act 1957.

Any change to the purpose of the charitable trust must comply with the Act. Note I The document can only be

registered if the purpose continues to fall within the following categories:

• the promotion of education;

• the promotion of religion;

• the relief of poverty; or

• other purposes of benefit to the community.

If you are changing the name of the Board, have you checked that the name is available by doing a Register

Search at www.companies.govt.nz ...?

Note I Section 15of the Charitable Trusts Act 1957 regulates Board names generally.

4. Signature

5. Date

6. My contact details

NPC#23

1.t \ t \ O ~ . -BUSINESS s REGISTRIE~

BRANCH. ~UCKLI-\NO_·..,n"I~U ...__"

Name and postal address Email (optional)

http://www.companies.govt.nz/

http://www.companies.govt.nz/



TRUST DEED

of the

Waikato Tainui Whanau Hauora Trust

Dated: This 04th Day of November 2009



IN THE MATTER of the Charitable Trusts Act 1957

IN THE MATTER of the

WAlKA TO TAINUI WHANAU HAUORA TRUST INCORPORATED

THIS DEED OF TRUST made the 04th day of November 2009

DECLARED BY:

Name:

Address:

Occupation:

Name:

Address:

Occupation:

Name:

Address:

Occupation:

Name:

Address:

Occupation:

Name:

Address:

Occupation:

TR US T D EE D

Tukuroirangi Morgan

15 Tawa Road Te Atatu Peninsula, AUCKLAND

Director

Brownie Rauwhero

19 Leaver Place, Clendon, AUCKLAND

Cultural Advisor

Martin Cooper

29a Elizabeth St, Tuakau, AUCKLAND

Community Employment Advisor

Taitimu Maipi

12 Taniwharau Street, HUNTLY

Trustee

Frances Fletcher

38 Lisa Rise

Manager

2



(Called "THE FOUNDING TRUSTEES" and for the time being are

"THE TRUSTEES" of this DEED)

\VHEREAS

A. The Trustees wish to create a Charitable Trust to carry out the objects in this Trust

Deed.

B. The Trustees hold the sum of ONE HUNDRED DOLLARS ($100.00) to establish

the initial Trust Fund.

C. The Trustees are entitled to apply to be Incorporated as a Board under the

Charitable Trust Act 1957 to carry out the objects, powers, and rules set out in this

Trust Deed.

THIS TRUST DEED TO BE WITNESSED as follows:

1. NAME

The name of the charitable trust to be incorporated under the Charitable Trusts Act 1957 is

Waikato Tainui Whanau Hauora Trust, and may be referred to in this Trust Deed as the

"Trust."

2. OBJECTS

The objects for which the Trust is established are generally to provide health, education,

and social services within Aotearoa:

AND TO FURTHER THESE OBJECTS THE TRUST MAY DO ALL OR ANY OF THE

FOLLOWING;

(a) To promote health and medical services generally to communities and individuals

within the Tainui tribal boundaries, the Counties Manukau district boundaries, and,

when and where determined, other boundaries within Aotearoa.

T RU ST D EE D 3



(b) To provide a broad range of health services for Tainui Iwi, Hapu, and Whanau but

not exclusive of Maori from other Iwi or other people of Aotearoa.

(c) To contract to government health authorities, district health boards, and private

health and medical boards within the said boundaries to provide and deliver healthand medical services.

(d) To engage health and medical service providers to deliver health services, as

required, to fulfill any contracts or business activity undertaken by the Trust.

(e) To initiate and develop health services as charitable activities of the Trust.

(t) To promote, develop, and advance social services that improve and complement the

health and social well-being objects of the Trust.

(g) To engage with social service funding agencies and providers to further the objects

of the Trust.

(h) To promote, develop, and advance broad education and information services to

improve health awareness issues, recognition for improving health performance and

delivery, and advocating commitment and support for the health initiatives of the

Trust.

(i) To promote and invest in education, research, and health information technology to

further the objects of the Trust.

(j) To recognise, implement, and uphold the tikanga ofTainui and the special character

and relationship of Mana Whenua me te Tangata Whenua within the objects and

activity of the Trust.

(k) To develop and maintain relationships with organisations with similar objects,

expectations, initiatives, programmes, and special character within the objects of the

Trust.

(1) To undertake any other purposes within Aotearoa, in accordance with New Zealand

laws that are charitable, whether such purposes are for the relief of poverty, the

advancement of religion or education, or any other object or purpose beneficial to

the community and that are consistent with the objects.

TR US T D EED 4



3. INCORPORATION OF A BOARD

Under this Trust Deed the trustees shall apply to be incorporated as a Board under the

Charitable Trusts Act 1957.

4. THEBOARD

(a) For the time being the persons that are signatories to this Trust Deed shall be the

founding trustees of the Trust and shall constitute the initial Members of the Board.

(b) The Board shall elect a chairperson from within their Board at the first meeting of

the Board.

(c) The Board may elect from within their Board a Secretary and Treasurer.(d) The Board may co-opt outside their Board a Secretary and Treasurer as members or

ex-officio members of the Board.

(e) The Board shall consist of no less than five (5) members and no more than seven

(7).

(f) The term of office for each Board member shall be for five years from the first

meeting after Incorporation of the Board and in case of Rule 4 (d) the same term of

office shall apply.(g) Any Board member may be removed from the Board by a majority vote of the

Board members if he or she;

(i) Is unable to perform his or her duties

(ii) Does not attend three consecutive Board meetings without adequate

explanation

(iii) Providing that the affected Board member is notified at least fourteen (14)

daysbefore the proposed removal, the reasons for the proposed removal, and

be given the opportunity to reply to the proposal for removal at the meeting

considering the proposal.

(h) Any Board member may resign from the Board by giving notice in writing to the

secretary of the Board, or the chairperson if the resigning Board member is the

secretary, and the resignation may take effect immediately providing the resigning

Board member has handed over any property belonging to the Trust.

TR UST D EED 5



(i) After the expiry of the term of office of each Board member the following

appointment procedure will be applied;

(i) Board members shall be appointed from "Nga Hapu 0 Tamaki Ki Raro".

(ii)Board members may apply Rule 4(d).

(j) The Board shall have the power to fill any vacancy on the Board up to the

maximum number permitted under these Rules.

5. POWERS AND DUTIES OF THE BOARD

The Board shall be responsible for transacting all matters pertaining to the affairs of the

Trust in accordance with the objects and may exercise and perform all or any of the

following powers and duties;(a) To enter in to any negotiations, contracts and agreements in the name and on behalf

of the Trust as it may consider expedient for its purposes, provided that any

negotiations, contracts and agreements are consistent with its objects.

(b) To purchase or acquire for the Trust any real, personal, intellectual property or any

rights or privileges that will benefit the Trust.

(c) To borrow or raise money or to appropriate funds from persons or organisations on

such terms and conditions that the trustees see fit.

(d) To receive and give receipts and execute discharges for all gifts, legacies, or other

monies and to execute any trusts created for any objects of the Trust.

(e) To invest the funds of the Trust in such securities for the time being authorised by

law for the investment of trust funds in New Zealand and where necessary vary any

such investments.

(f) To make provision for the signing of cheques or other negotiable instruments on

behalf of the Trust and to open bank:accounts to effect the business of the Trust.

(g) To engage contractors and employees for the Trust to carry out the objects of the

Trust.

(h) To co-opt persons with special expertise or skills to assist the Board and any other

organisation duly authorized, constituted, or recognised by the Board.

TR UST D EED 6



(i) To delegate management, administrative and financial functions and duties to

properly appointed persons or suitably qualified persons to fulfill any obligation,

contract, undertaking, task, or duty identified and approved by the Board.

6. PRIVATE PECUNIARY PROFIT

6.1 No private pecuniary profit shall be made to any member of the Board except that:

(a) Any member may receive full reimbursement for all expenses properly incurred by

that member for costs related to the affairs of the Trust;

(b) The Trust may pay reasonable and proper remuneration to any member or servant of

the Board for professional services actually rendered, time expended, and any acts

done in the ordinary course of the business affairs of the Trust;(c) Provided that no member or person associated with any member of the Board shall

derive any income, benefit or advantage from the Trust where they can materially

influence the payment of the income, benefit or advantage, except where that

income, benefit, or advantage is derived from;

(i) Professional services to the Trust rendered in the course of business, charged

at no greater rate than market rates; or

(ii) Interest on money lent to the Trust at no greater rate than current market

rates.

6.2 Any member who is or may be in any other capacity interested or concerned

directly or indirectly in any property or business activity in which the Trust may be

in anyway concerned or involved with, shall disclose the nature and extent of that

interest to the Board, and shall not participate in any deliberations of the Board

concerning that particular property or business activity.

7. LIMITATION OF LIABILITY FOR TRUSTEES

7.1 No trustee for the time being shall be liable for:

(a) Any loss not attributable to the trustee's own dishonesty or to the willful

commission by that trustee of an act or omission by the trustee to be a breach of

trust; or

(b) The acts, omissions, or defaults of a co-trustee; or

TRUST DEED 7



(c) Any act done in good faith in conformity with the decisions of the trustees; or

(d) The neglect or default of a solicitor, banker, accountant, or any agent or servant

appointed or employed in good faith by the trustees.

7.2 No trustee shall be bound to take any proceedings against a co-trustee for anybreach or alleged breach of trust committed by any such co-trustee.

8. REGISTERED OFFICE

(a) The registered office of the Trust shall be at such a place that the Trust may

determine from time to time and any change shall be notified to the Registrar of

Companies.

(b) The current registered office of the Trust is;

141Kolmar Rd, Hunters Comer, Papatoetoe, AUCKLAND

9. MEETINGS

9.1 The Board shall convene at least six (6) meetings in every year.

9.2 Meetings of the Board may be conducted via telephone, video-conferencing or other

forms of electronic media as determined by the Board.

9.3 Annual General Meeting

(a) At least one meeting of the Board shall be an Annual General Meeting.

(b) The Annual General Meeting shall be held in September of each year on a day

determined by the Board.

(c) At each Annual General Meeting the Board shall elect a chairperson and elect or

appoint a secretary and treasurer according to Rule 4(c) and lor Rule 4(d).

(d) In addition to the appointment of office holders the Annual General Meeting will

carry the following tasks:

(i) Consider and adopt the Annual Report

(ii) Consider and adopt the Annual Financial Accounts and Statements

(iii) Appoint an Auditor

(iv) Consider any other business that may be brought before an Annual General

Meeting.

TR US T D EE D 8



9.4 Notices

(a) Notices for all Board meetings may be given in writing to each Board member at

least seven (7) days prior to a meeting and that notice may be delivered either by

email or fax to the last known contact address of the Board member.(b) Notices for any Board meeting may be notified at the last meeting prior to the next

meeting of the Board providing any Board members that are absent are notified in

writing.

9.5 Quorums

The quorum for any Board meeting shall require a majority of the Board members

to be present.

9.5 Voting

(a) The method of voting at Board meetings shall be by agreement of the Board

members present.

(b) Resolutions may be passed by a consensus of Board members however failing a

consensus being reached a simple majority vote will be needed to pass a resolution.

(c) Every Board member present shall be entitled to vote.

(d) There shall be no proxy or postal voting.

(e) A declaration by the chairperson that a resolution has been carried or lost

unanimously or by a particular majority and is entered to the effect in the minutes

shall be conclusive evidence of the fact without further proof of the number of votes

for or against the motion being required.

10. FINANCIAL REPORTING

(a) The Board, through the treasurer, shall keep proper records of accounts

(b) Full and proper financial accounts are to be prepared by the treasurer and

considered at all Board meetings.

(c) All funds received by the Board shall be deposited into the Trusts bank accounts.

(d) All cheques and withdrawals shall be signed by the treasurer and countersigned by

one of any three Board member signatories authorised to do so by the Board.

TR US T D EE D 9



(e) The end of the financial year for the Trust shall be 30 June.

(t) The Board shall appoint an auditor to audit the annual financial accounts.

(g) The income and property of the Trust shall be applied solely to further the objects of

the Trust.11. ALTERATIONS TO THE RULES

The Board may alter, add, amend, or rescind any rules at a Board meeting provided that;

(a) Written notice of motion for the proposed change is included in the notice calling

the meeting

(b) The meeting may amend the proposed motion(c) A majority of the Board members present agree to any change of the rules

(d) That no alteration, addition, amendment, or rescission shall be made to the rules that

are in conflict with;

(i) The objects of the Trust

(ii) The charitable objects of the Trust

(iii) The Charitable Trust Act 1957

(iv) Income tax exemption status of the Trust

(e) No private pecuniary profit shall be made to any member of the Board except that:

(t) Any member may receive full reimbursement for all expenses properly incurred by

that member for costs related to the affairs of the Trust;

(g) The Trust may pay reasonable and proper remuneration to any member or servant of

the Board for professional services actually rendered, time expended, and any acts

done in the ordinary course of the business affairs of the Trust;

(h) Provided that no member or person associated with any member of the Board shall

derive any income, benefit or advantage from the Trust where they can materially

influence the payment of the income, benefit or advantage, except where that

income, benefit, or advantage is derived from;

a. Professional services to the Trust rendered in the course of business, charged

at no greater rate than market rates; or

T RU ST D EE D 10



b. Interest on money lent to the Trust at no greater rate than current market

rates.

12. USE OF THE COMMON SEAL

(a) The Trustees shall obtain a common seal for affixing to instruments.

(b) The cornmon seal shall be held by the secretary and will be used only when

authorised by a resolution of the Board and signed by the secretary and one other

Board member appointed to sign that document by the resolution.

13. DISPUTE RESOLUTION

If a dispute arises at any time in respect of any matter which is not provided for in theseRules or any doubt exists as to the interpretation of these Rules or any other matter arises

pertaining to the Trust, the same shall be determined by the Board whose decision shall be

binding and final.

14. \VINDING UP

(a) In the event that a proposal is made for the Trust is to be wound up the Board shall

call a meeting to present the reasons for winding up.(b) If a resolution is passed to wind up the Trust a second meeting shall be called no

sooner than thirty days (30) and no longer than forty days (40) after the first

meeting.

(c) At a second meeting a resolution must be passed to wind up the Trust before the

Trust can be wound up.

15. DISPOSAL OF SURPLUS FUNDS

If upon the winding up or dissolution of the Trust there remains after the satisfaction of all

debts and liabilities any property whatsoever, the same shall be given or transferred to some

other charitable organisation or body having objects similar to the objects of the Trust

within New Zealand. In the event of default where the Board is unable to agree the

remaining surplus funds shall be distributed as a Judge of the High Court directs.

TRU ST D EE D 11



IN WITNESS OF WHICH this Deed has been executed the day and year first written in

this Deed.

- - - -LA/C-t ,-¥o)RtfAf 4 / 1l4J';:~/}yJTrustee Name

f : Z . .Address !.~~~ / J ~ A f . : 4 L { ~ . ~ , , : : ~ _ J A . .

SIGNEDbytheabovenamed.~. ~"Q . .// // , ~ ~ ~ /r;:;J -t '1 7 /yJt~ fW4/n

TrusteeN~~";· · · · · · I;z_· ·%;;~·~· ·?;;; · · · · · · ;a:~"'f . · · · · · · · ·AddressL y.~ .

SIGNED by the above namy ?~ .

TrusteeName1?fj; .... · ~ · : 7~7~ '( i r:r r I n { 'Address.... . < 6 . ,. . , ." . " " r ~ .~ r- r .7 "'. ..,. ".,. ..P . . . " . . w . ' J . q . ~ . . . if?" ~.0 < -

SIGNED by the above named .. ". "/" ,~~~"'"'''''''''''''' ''''''''''

Trustee Name 11 .~!. (,~ 1 . / ! : ' : r . I ! . ~P.f. f 1 ? : . .

Address f c . . 1 . . ~. fC; !1 .~.9.?lg ..'ilf/(J. .~ c.~@n

SIGNED by the above named.."~+' 2..~ .Trustee Name ..fZC : : ~ : : - : ~ : : - : : : . ~.~e::,~~ ~ : J ~ . ~ : - . ~ .~ - : ! , : I . : : - f : .

Address ?~ ~:?~ ..~ ::?-: ~ If7 · " " : ' : ' : · ·~l ..··..f"'·· · .SIGNEDbytheaboVenamed ~~.~ .....¥-J!...~ ..

WITNESS: Beforeme: /.~0~ Mi~~SIGNED by the above namel ~ ..

DATE:

This is the document marked "A" which is referred to in the annexed declaration.

T RU ST D EE D 12

morgan and maipi 2009 waikato tainui whanau haurora trust deed

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